Exhibit 107

Calculation of Filing Fee Table

Registration Statement on Form S-1

(Form Type)

P3 HEALTH PARTNERS INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

    

Security
Type

    

Security
Class Title

    

Fee
Calculation
or Carry
Forward
Rule

    

Amount
Registered

    

Proposed
Maximum
Offering
Price Per
Unit(2)

    

Maximum
Aggregate
Offering
Price(2)

    

Fee Rate

    

Amount of
Registration
Fee

Fees to Be Paid

Equity

Class A Common Stock,
par value $0.0001 per share

457(c)

139,847,114 (1)

$

1.20

$

167,816,536.80

0.00011020

$

18,493.39

Total Offering Amounts

$

167,816,536.80

$

18,493.39

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$

18,493.39


(1)

Consists of (i) 69,157,145 shares of our Class A common stock issued to the selling stockholders, (ii) 59,934,479 shares of our Class A common stock issuable to the selling stockholders upon exercise of warrants to purchase Class A common stock, and (iii) 10,755,490 shares of our Class A common stock issuable to certain of the selling stockholders upon exercise of pre-funded warrants to purchase Class A common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of Class A common stock being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the shares of Class A common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, on the basis of the average of the high and low prices for a share of the registrant’s common stock as reported on the Nasdaq Capital Market on April 27, 2023, which date is a date within five business days prior to the filing of this registration statement.